Exhibit n + 1 on why when you're acquired you're not in a position to promise anything to anyone despite any assurances from the acquirer. Or, from the consumer's side, why those promises should carry no weight.
If the new captain doesn't make the promise, you can't give it much weight, and if it is Facebook, probably no weight even if they did :(
Probably not a great thing to confess to but I doubt I’d find myself caring what my acquirer was doing with their new real estate.
Most humans will get very morally flexible once offered enough resources; this is precisely why we have contracts and courts, to create structural systems more capable of upholding agreements than individual humans can do alone.
In Western Europe such things are generally free.
There may be some rare exceptions where you'd be able to pay a lot of money in the US for some experimental treatment not yet available in the public EU system but this is the exception not the rule. What you possibly won't get for free are non-critical treatments.
I will give one declaimer though that I live in Germany & the healthcare system is not in the same quality/extensiveness throughout the EU (the German system is among the best).
Explain the mechanism by which a smart contract in this instance would both have made it impossible for Facebook to make this move and, if they did anyway, avoided the necessity of Palmer to sue them over it.
Say I sell you some rope and as part of our contract I say that it shouldn't be used to execute people and you go and use it to hang someone.
How would you even go about expressing that in the world of a blockchain?
How does the blockchain world get to know that you have broken your side of the contract.
How does a blockchain contract enforce penalties for breaking a contract?
If you pay attention to most smart contract pitches, they polite side step this issue.
On second thought, the whole issue is weird because blockchain doesn't have a login concept.
edit: and as ComputerGuru stated - such a clause can just as easily be put into a traditional contract
I guess it won't, so...
Palmer Luckey was in his very early 20s and had never been involved in an acquisition before. He acknowledged his mistake and his explanation makes complete sense. Even much more experienced people are prone to making this kind of mistake in the honeymoon period of an acquisition.
Who knows, maybe some (small amount) of people in similar positions actually follow through afterwards and do that.
As an anecdotal example, many companies are now using instagram for image hosting that pester/ requires me to sign up. I say no thank you and move on, I'm not adversely affected but maybe that company loses some business.
If they do reimburse you, then it's just scary. The fact an unscrupulous entity like Facebook have such a strong hold in people life and business, opinions and privacy is a recipe for an Orwellian future (present?)
Virtual reality is the next frontier of cyberspace, a much more engulfing and immersive (if successful), I don't want Facebook to have so much power.
Even more interesting is I can remember having many a conversation about which headset to buy, always stating avoid oculus because facebook and yet the person buys oculus anyway only to later complain profusely about having a VR headset from facebook. In recent years this seems to be a problem, likely with current generations. Capitalism fails when you don’t exercise your freedom to make smart purchase decisions. If you don’t want facebook to have so much power stop buying them, stop using them, get your friends and family off and make them actually work for their customers.
Headsets are not cheap, but I am not really crying for not attaching it to my PC ever again. I just wonder who would want to develop against that environment. Not that there was that much available as it is.
Obviously Facebook can do what they want within the terms.
I respect him for eating humble pie now.
I absolutely do not respect yet alone absolve him of not doing so originally. Why would one? There's nothing NEW that came to the table: Facebook can do what they want now, and crucially that was the case at the time of those promises.
Founders literally sign away their right to make these promises. Whether they're made out of ego, faith, hope, naivette, inocence, or just riding that payday high and feeling king of the world - acquired founders need to stop making them and we need to stop believing them; and holding accountable / not absolving is a step in that direction. They're not evil people, they don't need to be doxxed or torched... but it's a certain level of wrong to make promises you absolutely positively cannot deliver upon, and good will does not make such ignorance OK :-/
Sorry if that came harsh; I feel bad for Palmer... but hey, should we not feel worse for those who believed him and acted upon that belief??
Well, they don't have to. He could have insisted on writing this condition into the acquisition contract. But he obviously didn't. The most charitable reading of this is that he was just naive and didn't know that this was an option or that it would be necessary in order to enforce such a promise, but that seems unlikely. Acquiring this knowledge is no harder than posing the question to his M&A attorney. Hence...
> I absolutely do not t respect yet alone absolve him of not doing so originally. Why would one?
I think you made the right call here.
If you reverted ownership there's no way that FB are going to sign that contract (a small risk you could inadvertently lose the asset and the cost price, eg through an unforeseen loophole that favours the seller - lawyers should veto such things, surely).
Also, are you going to make it a perpetual term applied to all future owners? If not then FB can probably make an entity to sell it to. Or use a third-party login that itself requires Facebook login and workaround your selling constraints.
I like the idea of it: just practically I can't see how it would be workable to technically constrain a company in a contract of sale of that company.
Are there examples of where this has been done successfully?
Yes. In short, you expressly identify in the contract that the provision is for the benefit of Oculus Rift users, and then they gain the power to enforce it as “intended third-party beneficiaries”.
The examples I can find [there] don't seem to bear much similarity to this situation at all.
It's entirely possible that FB would have balked, but that in itself would have been a useful data point that indicated that they had every intention of bundling the two products together.
In any case, the topic at hand is not so much whether such a deal could have been structured to work, but whether there are any circumstances short of willful ignorance where the founder could have made the promise he did in good faith. I don't see any.
Ultimately, energy spent on Palmer distracts from getting Facebook to modify its behavior.
Its funny how in situations like this one, where one person facilitates another’s wrongdoing, they (Palmer) are put under the spotlight more so than the bad actor (Facebook)
You don't throw something into a wood chipper then get mad at the wood chipper for chopping it up - that's just what it does.
(Of course it's easy for me to say, I haven't spent $$$ on Oculus products)
It is entirely possible that some consumers, if not some developers / investors / etc, made choices and decisions based on those unequivocal claims.
This a thousand times. I wonder however what people like me can do from the outside, save for keep refusing to open a Facebook account.
“Do not anthropomorphize the lawnmower”.
1. It's NOT binary; I generally try not to partake of "You're either with us or against us". We can hold multiple parties accountable, we can be objective about facts, and we can learn multiple lessons.
2. I'm not actually certain there's behaviour for Facebook to modify. They're a corporation with a wildly successful massive SSO program. They've acquired another smaller corporation. Integrating into the mothership SSO feels the right sensible choice from many perspectives. As an annoying privacy conscious geek, sure, I don't love Facebook integration. But this is a reasonable perspective from point of the corporation.
3. Which brings me back to - I still think the truest lesson learned is for all of us naive enough that for whatever unicorn reason, this wouldn't happen. At that includes shareholders, consumers, and the wild-eyed founders making promises :)
As I said, I don't know him, don't intend to bug him, doesn't bother me much, don't intend to "Harsh" on him. But he did have agency, and he did make some claims, and we should all learn some lessons on how to exercise agency and how to make/believe promises.
https://www.theverge.com/2017/4/19/15366500/palmer-luckey-tr...
https://arstechnica.com/tech-policy/2016/09/how-your-oculus-...
https://www.vanityfair.com/news/2019/09/palmer-luckey-aundur...
Does that change your opinion?
Not just acquired founders. In my opinion we should stop so readily believing in promises by founders, start ups, corporations, celebrities, politicians, etc. unless there is a strong track record keeping them and/or other reasons to believe the promise can and will be kept.
Getting people to (pre-/re-)purchase something should require to build up trust, not just grand visions and good marketing.
> need to be doxxed or torched...
?
2. Read Ender's game or Dune or live through a civil war as a child or... whatever it takes to agree that a 22 year old can and should be regarded as a responsible, accountable human being. Otherwise really who can?
He should have known he couldn't promise that. He could not have known Facebook would do what they did but he should have been at least smart enough to know the limits of his own influence.
You can be naive, but naive doesn't mean you go online and argue that people who know better are wrong, which is what he did.
Now he knows better. He has changed his mind. Which is what any rational person should do when presented with new information.
On the one hand I won't vilify him.
On the other hand he merely met the base requirements for "rational thinking" - so I am not about to give him any accolades.
Isn't this exactly what being naive means?
Palmer was suffering from confident ignorance.
This sentence seems self-contradictory. Once again, here's what Palmer said:
> I really believed it would continue to be the case for a variety of reasons. In hindsight, the downvotes from people with more real-world experience than me were definitely justified.
It sounds like he's agreeing that he should be getting the blowback, right? He made a promise he couldn't keep, people told him he wouldn't be able to keep it, he ignored them. He should have known better.
Does he deserve the blowback? Probably not.
Was it an extremely naive promise to make given historical experience and the company that acquired you? Absolutely.
The point you make may be relevant for deciding damages, but even here there is a concept of Liquidated Damages [0] which is essentially the damages amount set at day 1 so the question of ascertaining the extent of wrong does not arise.
A contract is a matter for civil law. Breaking a term of a contract doesn't automatically mean that a court will consider a remedy.
See https://en.wikipedia.org/wiki/Standing_(law)#Standing_requir...: in the US, "the plaintiff must have suffered or imminently will suffer injury".
I'm just saying that an injury is required in principle (with an appropriate citation), because the great-grandparent (by vijayr02) didn't think that was the case.
If he got it written into the contract then it is clear that he does not intend to pursue it.
If it was written into the contract and he pursues it then he will need to show that he has suffered because the contract was not executed and I fail to see how he could make that case and do so with enough teeth that it would matter to FB enough to reverse course.
The example of UK bank overdraft charges in the Wikipedia article for instance can be seen as small powerless individuals vs large corporate.
In the Oculus case, a good lawyer should have been able to set out in the contract why this specific point is important to the seller (Palmer) and why significant damages are in order (damages credibility on future projects, which clearly could be multi-billion in scope).
Why shouldn't we expect more from companies? Promises should mean something. But really this is just another example of facebook undermining the basic fabric of society for its own gain.
No wonder they keep making empty promises.
[1] https://ec.europa.eu/commission/presscorner/detail/en/IP_17_...
No? Than it doesn't matter. The whole idea that because something is written into a contract that that automatically means that that his how things will be in the indefinite future is an illusion, and I've seen plenty of people burned that way. A contract only matters if (1) you are prepared to sue over it and (2) you will know what kind of remedy you want if you win the suit.
In this case the state of (1) is 'no' and the state of (2) doesn't matter because of (1).
A contract needs to be legal, and legal means what the law allows in the context. Does the law allow putting such provisions? I've been burnt by this in a rental agreement. Think about it this way: if we have a contract between both of us, where you agree that I'm going to kill you, I'm still going to jail. Having a contract doesn't make killing legal. This also applies to the rest of contracts. The provisions need to respect the law.
But the guy didn't have a contract, sold a patent-heavy company for $3bn (probably an army of lawyers involved) that netted him around $700mn. I'd just call this saving face.
The only privacy claims one may wish to take seriously are those that occur simultaneously with promises never to sell the company.
I used to use a location tracking app called Moves, which was a neat 24/7 location tracking lifelogging tool. Facebook, the very last people I would like to have that data, bought them, and presumably integrated it into my shadow profile.
Special thanks go to to the founders of Moves: Zsolt Szász, Jukka Partanen, Juho Pennanen, Aapo Kyrölä, and Aleksi Aaltonen. Hope you got paid selling private data that belongs to the users that entrusted it to you.
Yes! That's why you should be very very careful who you give your data because you are exactly one acquisition away from the same effect as a breach. Fortunately the GDPR affords some protection here, if the data was collected for one purpose it can not suddenly be used for another.
As for never selling the company: there is one other option: you could give users the option to destroy their data just prior to the transfer. Of course no acquirer would be interested but that is another way of dealing with it.
Such a clause might work as long as it's part of the sale contract to adjust the sale price if any customers take that option.
Facebook has already been fined under the GDPR so it looks like that enforcement is working.
If not that's an excellent example and it may lead to FB being held to account.
DPA's typically do not go on fishing expeditions, you have to alert them.
If you have any sources for this fine, please post them.
From noyb's fight against Facebook (https://noyb.eu/en/open-letter), to me it is very clear that Facebook does not intend to comply with GDPR. They are actively trying to find loopholes, and according to noyd, also working with the Irish DPO to find and exploit loopholes. It is also worth noting that the total fines Google has faced from GDPR enforcement come to just under EUR 58 Mn (http://newsbreaks.infotoday.com/NewsBreaks/GDPR-2020-Where-C...). 58 Mn is chump change compared to Google's total revenue, and unless the threat of the full 4% turnover fine becomes credible, I doubt it will lead to any better action.
Facebook, Google, Apple & Microsoft are arguably the companies that stand the most to lose from GDPR enforcement, you can bet that they are well aware of this.
https://www.enforcementtracker.com/
Facebook has already been fined, and if they cross the line again they will be fined again, and quite possibly much higher.
If you know for a fact that Facebook is in some way or other currently not GDPR compliant then I would invite you to contact your local DPA.
Nitpick: Rather, it's a condemnation of any data privacy claims; a data privacy practice is a technical measure that (by design if not in reality) makes it literally impossible for the attacker to collect private information in the first place. Nothing else actually provides security in practice.
The only winning move is not to play
So maybe not playing doesn’t really work.
I was thinking, in regards to some grandparent way up there, the same statement “don’t play” might have been true for Oculus in general.
What I mean to say is, don’t sell the company, ever. Then you can “control the outcome”.
Ah, but there lies another fallacy. You really can’t control the outcome even if you try to. Even if you don’t play, likely someone who wants to do the same thing as you, and exploit it, will find a way. Or maybe on their own, Oculus would have never found the right supporter who would honor privacy. Even if they had.. the below could happen.
For example, if Facebook hadn’t bought Oculus, maybe they would have bought the Vive product line from HTC (a bit far fetched) and compete against Oculus.. and then done the same privacy intruding measures.
So even if Oculus had held out and didn’t “play”, they might have been crushed anyway or the privacy problem could have just happened somewhere else.
I’m not saying we should give up trying to protect privacy and “play” the game... but that somehow in the competitive environment we are in, those playing the game are winning more over those who wish not to.
That said, maybe you should google the phrase "The only winning move is not to play". It's a movie quote ;-)
Shall we play a game?
unless they have clear penalties for themselves in their EULA, and no clause that says they can change anything they want at any time. So yeah I guess you're right.
Same. Nothing since has managed the same usefulness (although I suspect this is because iOS has somewhat neutered tracking apps - e.g. both OwnTracks and Gyroscope have significant issues tracking my phone.)
[edit, 23 minutes later]: Initial impressions were good but it's "detected" 4 segments of car movement when my phone hasn't moved a single inch. Same kind of issues that Gyroscope has, alas.
https://theconversation.com/shadow-profiles-facebook-knows-a...
https://www.zdnet.com/article/anger-mounts-after-facebooks-s...
https://www.theverge.com/2018/4/11/17225482/facebook-shadow-...
https://www.cnet.com/news/shadow-profiles-facebook-has-infor...
https://techcrunch.com/2018/04/11/facebook-shadow-profiles-h...
The House Committee interview in the last link (TechCrunch) shows that Zuckerberg does not like to use the "shadow profiles" term, but it's what others use to refer to Facebook's tracking of non-users.
An adage about difficulty trying to convince someone whose salary depends on their not being convinced comes to mind...
It's OK to wish to defend your company, but please do not lie; nobody forced you to comment here.
a) If acquirer does X, the seller, Y, has the option to repurchase the company for $1. b) Any future acquirer must agree to the same contract. If it does not, Y must be extended the option to repurchase the company for $1 before the sale.
I don't think anything less could constitute a true promise that the acquirer would avoid X.
You could always so no and just continue running your company?
Even if you really do want to get out, you can probably get in some conditions if you are willing to reduce the price.
That's what I would assume at least
Consider the board on which you have posted - Often, the purchaser is acting over a greater time frame, and the seller has an immediate need. Competitors are at your heels, and you can't realistically enforce patents against the purchaser or competitors, while retaining the market agility that is required.
Then open firmware.
Then support Linux.
Then ...
You should still stop smoking (for your own good) but that alone won't change the world.
But if one person in an average household quits that is a 25% reduction.
In the end that person and those around benefit.
You should still stop smoking (for your own good)
You should still stop smoking (for your own good)
That said, influencing the votes of other people can make a huge difference.
This is one of the reasons why you have to lower the cost of voting as much as possible - in terms of time, money, and hassle - if you want broader participation.
Taking climate change as an example: 100 b-corps going carbon-neutral aren't going to offset the damage Exxon causes to the environment.
You can say we just need to wait until consumers change their behavior and let the market sort it out, but isn’t that exactly what we’ve been trying and failing to do? At this rate it’s all but certain that climate change won’t be solved via market solutions.
What’s better is forcing the bad actors to stop doing bad. Fighting to pass a carbon tax regulation or a green new deal is what we need, and bandaids like b-corps are often a distraction that tricks people into thinking we can consume our way out of the problem.
You are talking as if this is an either/or proposition. No, B-Corps won't solve our problems but if it moves the needle even a little, that's still a good thing, right?
To your other point about private solutions being good because they move the needle a little:
In my personal life I shop sustainably (but I’m not perfect or obsessive about it). I do think it’s a little better as a consumer to make ethical choices than not to.
But: the rhetoric around climate change as something individual choices will fix is extremely dangerous. If you ask your average person about what we can do to fix climate change, I’d guess most would go straight to market solutions. Why is that? Could it be because that’s what the entire marketing and media establishment wants us to focus on, because a collective solution will cost them a shit-ton of money?
Yes in a different world it’s not either or and we’d have individual and collective solutions working together to save the planet. In this world, however, the powerful have a vested interest in market-based solutions being the only options on the table.
Basically, yes I agree that ethical companies are better than unethical companies. But on a macro level, propaganda around ethical consumption is so dangerous imo that I’m not interested in contributing to it just to move the needle an imperceptible amount.
It’s definitely not a guarantee, but mass movements can force change. Look at Bernie, he came pretty damn close to the nomination even with the entire upper class and media throwing their weight behind his opponents.
Charters can easily change, anything can be reincorporated at whim anywhere.
Also its typically just Shariah-Compliant investing rebranded for an Islamaphobic audience. S&P has a shariah index right across the border in Toronto Stock Exchanfe since forever while similar enterprisers push B-Corps and Public Benefit Corporations domestically as if they’ve “figured out” the code to sustainable for profit ventures through charter. Shariah in this context is very compatible with what these kind of investors and consumers are looking for, but they don't know it as they probably conflate it with human rights abuses.
People are just gullible, hope I unpacked that enough.
https://www.lawschool.cornell.edu/academics/clarke_business_...
"Third, corporate directors are not required to maximize shareholder value. As the U.S. Supreme Court recently stated, "modern corporate law does not require for-profit corporations to pursue profit at the expense of everything else, and many do not do so." ( BURWELL v. HOBBY LOBBY STORES, INC. ) In nearly all legal jurisdictions, disinterested and informed directors have the discretion to act in what they believe to be the interest of the business corporate entity, even if this differs from maximizing profits for present shareholders. Usually maximizing shareholder value is not a legal obligation, but the product of the pressure that activist shareholders, stock-based compensation schemes and financial markets impose on corporate directors. The Shareholder Value Myth , Eur. Fin. Rev. Lynn Stout (April 30, 2013) The Ideology of Shareholder Value Maxim (Watch), Evonomics"
A company's management has to act in the interest of shareholders, but that can be very loosely defined. A company that says "When making business decisions, we prefer protecting the environment over short-term profits, because our shareholders are humans living on Earth and without a good environment, our business would fail in the long-term" is not doing anything illegal. But if other companies don't follow suit, the eco-conscious company is in danger of being outcompeted.
You are in a position to promise something where you have contractually retained control, or at least contractually secured an enforceable promise from the purchaser.
Otherwise, you are in the same position as Joe on the street.
It took 2.5 years for IBM to begin the process of gutting the consultancy they bought, for RedHat I think it'll probably take twice as long.
Getting "company assurance at the highest level" is just as good as is the word of the person at the highest level. There are people for whom their word is their bond, but it's not very common.
They probably don't have the infra set up (yet) to detect they are such SIM cards.
I'd also strongly object to moving the needle even the tiniest amount on Facebook's metrics. They wouldn't force users to do this unless it benefitted them; that's plenty enough reason for a lot of people.
Using some combination of behaviour analysis, flagging new and/or cookie-less browsers, and (I suspect) human review FB have gone to great lengths to try and assure their customers that all humans have one and only one account under their true legal name and biographical details.
They're not very good at that. A pretty big chunk of people I have as friends have fake names, some of them even after me reporting their names for being fake.
> me reporting their names for being fake
So how does it feel to be in a punitive squad? Do they at least pay you well for all the atrocities?